FedEx Corp. and Federal Express Corp. Announce Commencement of Consent Solicitations by Federal Express Corp. for its 7.60% Notes
Aggregate Principal Amount
|7.60% Notes due 2097||313309AP1||$240,000,000|
|7.96% 1993 Series C2 Pass Through Certificates||31331FAF8||$5,738,000|
|7.58% 1995 Series B3 Pass Through Certificates||31331FAP6||$45,828,741|
|8.17% 1996 Series A2 Pass Through Certificates||31331FAR2||$20,850,345|
|7.84% 1996 Series B2 Pass Through Certificates||31331FAT8||$24,886,616|
|6.720% 1998-1-A Pass Through Certificates||31331FAX9||$208,062,796|
|6.845% 1998-1-B Pass Through Certificates||31331FAY7||$52,862,629|
|7.65% 1999-1-A Pass Through Certificates||31331FBA8||$58,154,565|
|7.90% 1999-1-B Pass Through Certificates||31331FBB6||$18,444,565|
|8.25% 1999-1-C Pass Through Certificates||31331FBC4||$8,624,500|
|2.625% 2012 Pass Through Certificates||313305AA2||$59,301,612|
Each consent solicitation will expire at 5:00 p.m., New York City time, on May 2, 2016, unless extended or earlier terminated with respect to a consent solicitation or the consent solicitations (the “Expiration Date”), subject to the terms and conditions of the consent solicitations set forth in the consent solicitation statement, dated as of April 22, 2016.
Prior to the commencement of the consent solicitation, FedEx issued unconditional and irrevocable guarantees of the 7.60% Notes due 2097 and of Federal Express’s obligations under the aircraft lease agreements that serve as collateral for the equipment trust certificates underlying each of the several series of pass through certificates, as well as Federal Express’s obligations under the related participation agreements and other related agreements to which Federal Express is a party.
The proposed amendments for which consent is being sought will, with respect to the 7.60% Notes due 2097, amend the indenture governing the notes and, with respect to the pass through certificates of each series, will amend the pass through trust agreement relating to such series and any participation agreement relating to such series. This amendment will permit Federal Express to satisfy its obligation to provide certain information to the respective parties specified in the relevant agreements, including in some instances, certain audited financial information of Federal Express, with certain information relating to FedEx. If approved by the holders of a majority in aggregate principal amount of any particular Series, the proposed amendments will be binding on all holders of such Series of Securities and only holders of such Series of Securities validly delivering consents (which are not validly revoked) will receive the consent payment. Consents may be revoked at any time prior to 5:00 p.m., New York City time, on May 2, 2016, as the same may be extended with respect to a consent solicitation or the consent solicitations.
For a complete statement of the terms and conditions of the consent solicitations, holders of the Securities should refer to the consent solicitation statement, dated as of April 22, 2016. Such conditions to the consent solicitations are for the sole benefit of Federal Express, and may be waived by Federal Express at any time. Federal Express may terminate, extend or amend all, or any, of the consent solicitations at any time.
The Solicitation Agent in connection with the consent solicitations is BofA Merrill Lynch. Questions regarding the consent solicitations may be directed to BofA Merrill Lynch, attention: Liability Management Group, at (888) 292-0070 (toll free) or (980) 683-3215 (collect). Global Bondholder Services Corporation is serving as Information Agent, Tabulation Agent and Paying Agent in connection with the consent solicitations. Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to the Information Agent at (866) 794-2200 (toll free) or (212) 430-3774 (banks and brokers) (collect).
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities, including the Securities. The consent solicitations are being made solely by the consent solicitation statement and are subject to the terms and conditions stated therein. No recommendation is made, or has been authorized to be made, as to whether or not holders of a particular Series of Securities should consent to the adoption of the proposed amendment pursuant to the applicable consent solicitation. The Companies reserve the right, in their sole discretion, to modify the consent solicitation statement or to amend or terminate any or all of the consent solicitations.
The Investor Relations page of our website, investors.fedex.com, contains a significant amount of information about FedEx, including our SEC filings and financial and other information for investors. The information that we post on our Investor Relations website could be deemed to be material information. We encourage investors, the media and others interested in the company to visit this website from time to time, as information is updated and new information is posted.
Certain statements in this press release may be considered forward-looking statements, such as statements relating to management’s views with respect to future events and financial performance. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, economic conditions in the global markets in which we operate, our ability to execute on our profit improvement programs, legal challenges or changes related to FedEx Ground’s owner-operators, new U.S. domestic or international government regulation, the impact from any terrorist activities or international conflicts, our ability to effectively operate, integrate and leverage acquired businesses, changes in fuel prices and currency exchange rates, our ability to match capacity to shifting volume levels and other factors which can be found in FedEx Corp.’s and its subsidiaries’ press releases and filings with the SEC. Any forward-looking statement speaks only as of the date on which it is made. We do not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenues of $49 billion, the company offers integrated business applications through operating companies competing collectively and managed collaboratively, under the respected FedEx brand. Consistently ranked among the world’s most admired and trusted employers, FedEx inspires its 340,000 team members to remain “absolutely, positively” focused on safety, the highest ethical and professional standards and the needs of their customers and communities.